Form 8-K

8-K — HCW Biologics Inc.

Accession: 0001493152-26-020587

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001828673

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April

30, 2026 (April

27, 2026)

HCW

Biologics Inc.

(Exact

name of Registrant as Specified in Its Charter)

Delaware

001-40591

82-5024477

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

2929

N. Commerce Parkway

Miramar,

Florida

33025

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: 954 842-2024

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

HCWB

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item

8.01 Other Events.

April 27, 2026, HCW Biologics Inc. (“HCW Biologics” or the “Company”) convened a Special Meeting of its Stockholders

(“Special Meeting”). At that time, there were not present or represented by proxy a sufficient number of shares of the Company’s

Common Stock to constitute a quorum. The Company adjourned the Special Meeting, without any business being conducted.

The

two proposals submitted to stockholders for their approval at the Special Meeting will be included in the proposals submitted to stockholders

for their approval at the Company’s Annual Meeting of Stockholders, which will held virtually at 10:00 A.M. Eastern Time on June

15, 2026. The record date for the Annual Meeting is April 22, 2026. There will be five proposals submitted to stockholders for their

approval at the Annual Meeting.

changes have been made to the two proposals presented at the Special Meeting in those to be voted on by stockholders at the Annual Meeting.

The Company strongly encourages all of its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed

with the Securities and Exchange Commission (the “SEC”) on April 28, 2026 (the “Proxy Statement”) and other proxy

materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.

During

the current adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in

the Proxy Statement.

April 30, 2026, the Company issued a press release to announce the adjournment, which is furnished as Exhibit 99.1 to this Current Report

on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or

the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated April 30, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

HCW

BIOLOGICS INC.

Date:

April

30, 2026

By:

/s/

Hing C. Wong

Hing

C. Wong, Founder and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

HCW

Biologics Announces Adjournment of Special Meeting of Stockholders Due to Lack of Quorum

MIRAMAR,

Fla., April 30, 2026 (GLOBE NEWSWIRE) — HCW Biologics Inc. (the “Company”

or “HCW Biologics”), (NASDAQ: HCWB), a clinical-stage biopharmaceutical company developing transformative fusion immunotherapeutics

to support or treat diseases promoted by chronic inflammation today announced that the Company’s Special Meeting of Stockholders,

held on April 27, 2026, at 10:00 a.m. Eastern Time (“Special Meeting”) was adjourned, without any business being conducted,

due to lack of the required quorum and the matters were adjourned to the Annual Meeting of Stockholders.

The

proposals presented to stockholders for their consideration at the Special Meeting will be included in the proposals presented to stockholders

for their consideration for the Company’s Annual Meeting of Stockholders (“Annual Meeting”). The Annual Meeting is

scheduled to take place virtually on June 15, 2026 at 10:00 a.m. Eastern Time.

During

the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Company’s

definitive proxy statement filed with the United States Securities and Exchange Commission on April 28, 2026.

The

Company encourages all stockholders of record as of the record date of April 22, 2026 to vote in favor of these two proposals related

warrants issued to Armistice Capital Master Fund Ltd. (“Armistice”). Armistice has invested $17.4 million in our Company

to fuel our clinical development programs and provide corporate funds. The two proposals relate to warrants issued to Armistice to purchase

up to 5,497,702 shares of Common Stock to be exercisable to purchase Common Stock at $0.6055 per share, subject to stockholder approval.

The Company is obliged to seek stockholder approval every 60 days until such approval is obtained. The Company will be required to continue

incurring the costs associated with holding additional stockholder votes until approval is obtained.

About

HCW Biologics:

HCW

Biologics Inc. (the “Company”) (NASDAQ: HCWB) is a clinical-stage biopharmaceutical company developing transformative fusion

immunotherapeutics to support or treat diseases promoted by chronic inflammation, including autoimmune diseases, cancer, and senescence-associated

dysplasia. The Company’s immunotherapeutics represent a new class of drugs that it believes have the potential to fundamentally

change the treatment of proinflammatory and senescence-associated diseases and conditions that are promoted by chronic inflammation —and

in doing so, improve patients’ quality of life and possibly extend longevity. A key aspect of the Company’s clinical development

and financing strategy is to focus on its business development programs. To date, the Company has entered into two licensing agreements

in which it has licensed exclusive, worldwide rights for some of its proprietary molecules. See the Company Pipeline at https://hcwbiologics.com/pipeline/

Forward

Looking Statements:

Statements

in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. These

statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking

statements contained in this press release may be identified by the use of words such as “anticipate,” “expect,”

“believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,”

“forecast” or other similar words and include, the actual success and potency of the Company’s immunotherapeutic treatments

to disrupt the link between chronic inflammation and diseases; and the ability of the Company to reach quorum at the Annual Stockholder

Meeting. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate.

Factors that could cause actual results to differ include, but are not limited to, the risks and uncertainties that are described in

the section titled “Risk Factors” in the annual report on Form 10-K filed with the United States Securities and Exchange

Commission (the “SEC”) on March 31, 2026 and in other filings filed from time to time with the SEC.

Company

Contact:

Rebecca

Byam

Chief

Financial Officer

rebeccabyam@hcwbiologics.com

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